France client case studies in 2022

• Non-executive resident director services for E-dating company in France

  Background

  

  • Our Client commenced the incorporation process of a French company intending to provide e-dating services as well as construction and support of high-level dating platforms, mobile applications and websites. The company revenue will be generated through i) monthly and annual subscriptions for e-dating app and ii) advertisement;
  • Following registration of a new company, our Client intended to open a local corporate bank account with one of the local banks to support the payments for his e-dating platform;
  • In accordance with the French Companies Act, a French company doesn’t require its director to ordinarily reside in France. However, Our Client confirmed that the nominee director is а key requirement for the compliance procedure of the acquiring banks and payment processors with whom he was planning to enter into agreement as soon as his French company was created;
  • To comply with the requirements, our Client approached Bejarano ADF Consultants Group to provide French professional passive nominee resident director services.

  Engagement planning

  • Our Client was informed that our nominees rarely sign documents on behalf of the company. However, if required, our French resident director will sign documents at additional fee of US$1,000 per document;
  • Additionally, our Client was informed that if Bejarano ADF Consultants Group nominee director must to travel to meet the bank, the flight and hotel costs will be covered by our Client;
  • Our passive nominee resident director will neither be a bank signatory to the bank account, nor be appointed as the Public Officer (PO) nor play and active role in our Client’s business;
  • Bejarano ADF Consultants Group prepared and emailed our Client an engagement advancement proposal including a formal invoice, engagement letter, due diligence checklist and a list of our existing and past client for professional reference;
  • Our Client promptly provided us with the due diligence documents as per our Compliance requirements and settled our nominee resident director fees for one year in full.

  Appointment of our French professional passive nominee resident director services

  • Within 1 week, Bejarano ADF Consultants Group prepared and sent i) a Non-executive resident director agreement ii) a Declaration of French company beneficial ownership and iii) Indemnity agreement for our Client’s signature and email return;
  • Thereafter, Bejarano ADF Consultants Group i) supplied our Client with our French director due diligence documents along with the fully signed nominee agreement and ii) advised our our Client to instruct their company secretary to proceed with appointing our resident director;
  • Within 1 week thereafter, Bejarano ADF Consultants Group received the incorporation forms from our Client to be signed by our French resident director.

  Engagement completion

  • Bejarano ADF Consultants Group sent our Client the duly signed incorporation forms to appoint Aidan Healy as their company’s French resident director and the engagement completion email.

• Global IT technology Company Establishes a Subsidiary in France

  Background

  • Our existing Client is an India based company specializing in developing and providing IT and consulting services in product development and quality assurance. Our Client has subsidiaries and representative offices across the globe including i) APAC (Malaysia, Singapore, Australia, Philippines), ii) Europe (United Kingdom, Netherlands, Sweden, Finland, Belgium and Switzerland), iii) North America (USA and Canada) and iv) Middle East (Dubai and Abu Dhabi). As part of their global expansion project, our Client requested Bejarano ADF Consultants Group PLC for professional assistance to establish a subsidiary in France;
  • After an initial phone call discussion re the company incorporation in France, our Client settled the total engagement fees with Bejarano ADF Consultants Group PLC to commence the engagement and supplied complete due diligence documents;

  Engagement planning

  • After a detailed discussion between country expert and our Client, our Client decided to register the subsidiary with following corporate structure i) French company to be subsidiary of a Singapore company; ii) appointment of 2 Indian and 1 UK based directors and iii) injection of paid-up capital of €50,000;
  • Due to our Client’s request to engineer such corporate structure, Bejarano ADF Consultants Group PLC’s incorporation team recommended to pass a company resolution to appoint the UK based director of the French company as an authorised representative of the Singapore parent company to minimise travel of India based directors;
  • Based on our Client’s corporate structure, Bejarano ADF Consultants Group PLC prepared a detailed project plan outlining the steps of the engagement and estimated completion timelines to i) complete company incorporation, ii) secure French multi-currency corporate bank account numbers and iii) register the subsidiary with local Tax Authorities to comply with French VAT and tax system;

  Securing a capital bank account

  • Within 1 week, Bejarano ADF Consultants Group PLC’s incorporation team drafted a quality company constitution and business plan detail explaining i) the business activities of the company ii) expected turnover and banking transactions, and iii) management background of the company. Thereafter, we provided our Client with a business plan and the company constitution for their approval;
  • Upon the confirmation of the business plan and the company constitution, our corporate banking team approached multiple French banks to gauge their interest to onboard our Client’s company;
  • Due to the summer holiday period (mid and late August), French banks were slow at responding and confirming their interest to open capital account for our Client’s subsidiary. For 2 weeks, our corporate banking team aggressively followed up and negotiated with multiple banks and secured a preliminary interest from BNP Paribas;
  • Bejarano ADF Consultants Group PLC closely liaised with the bank officer and our Client to provide required documents in a timely manner. Bejarano ADF Consultants Group PLC also liaised with legal professionals to secure a legal opinion required by the Bank to advance the capital account opening process;
  • Having secured the bank’s formal interest to open a capital account, Bejarano ADF Consultants Group PLC arranged a bank meeting with an international bank’s relationship manager and UK based director of the subsidiary to submit quality corporate bank account opening application at BNP Paribas Paris branch. Our Client then travelled to Paris, France to meet the bank officer and Bejarano ADF Consultants Group PLC forwarded the bank account numbers to the Client to proceed with capital injection;
  • Within 1 week from the bank meeting and injection of paid-up capital of €50,000, the bank issued a certificate of deposit required for the registration of the subsidiary;

  Incorporation of Société Anonyme à Responsabilité Limitée (SARL)

  • Within 4 working days, Bejarano ADF Consultants Group PLC’s incorporation team completed the registration of the subsidiary and supplied our Client with an extract of commercial records as a confirmation of the company registration;
  • Within 2 weeks from the registration of the subsidiary, Bejarano ADF Consultants Group PLC registered the French subsidiary with French Tax Authorities;
  • Thereafter, Bejarano ADF Consultants Group PLC assisted our Client to convert the capital account into a trading corporate bank account. Internet banking and cheque books were couriered to French registered address of the subsidiary;

  Conclusion

  • Bejarano ADF Consultants Group PLC successfully effectively completed the French subsidiary setup within 2 months. Thereafter, we mailed the Client complete company kit including i) a complete Client file; ii) corporate documents; iii) a Client feedback survey and iv) arranged a separate courier of corporate bank account e-banking tokens from France to India.

• Registration of an Trading Company in France

  Background

  • In 2016, one of our existing United States Clients requested our Firm to register their subsidiary in France;
  • Such registration aimed at enabling our Client to invoice its French and European customers with a local entity, for the sales of its IT equipment products (USB sticks, data storage cards etc.).

  Engagement planning

  • Our French Clients Engagement Department Director Mr. Simon Guidecoq recommended the registration of a simplified joint stock company, owned and managed by two USA citizens;
  • While the appointment of a resident director is not legally necessary, we also suggested our Client to pay us for such services, as the appointment of a resident director or tax representative is frequently required by French banks;
  • We also agreed the entity would have an issued capital of €5,000. In accordance with French laws, this amount had to be paid up by our Client before registration of the company with the French Commercial Registrar.

  Corporate bank account opening

  • Our Client had an existing relationship with a multinational bank in the USA and consequently wanted to open the capital account of the entity with the French branch of this bank;
  • Bejarano ADF Consultants Group PLC helped our Client to put in touch their USA relationship officer with the branch manager of HSBC agency on Champs Elysees;
  • We also assisted our Client to supply all necessary documentation (often in French) for the completion of the capital account opening procedures.

  France company formation

  • After injection of the paid-up capital to the capital account, the French SAS was registered within two business days, with no specific request from the company registrar;
  • We supplied our Client with company numbers and an extract of commercial records (locally known as the KBIS);
  • Due to summer vacations in France, the tax and VAT registrations of the company took a bit longer than expected. After multiple follow-ups by our Firm with the French tax authority, we completed the same within three business weeks;
  • Bejarano ADF Consultants Group PLC then supplied a pro-forma invoice to our Client, enabling him to start trading with his French company.

  Conclusion

  We are proud of having assisted our Client to realize his business projects in France and we hope to be able to assist more customers form their company in France, thanks to the experience we gained during this project.